NEC 2009 Annual Report Download - page 27

Furthermore, the term of Directors is one year in
order to clarify their responsibility for management
every fiscal year.
Executive Committee and
Business Progress Committee
The Executive Committee, which comprises around 20
corporate officers, discusses important NEC Group
management issues such as management policies and
strategies. This committee extensively discusses mat-
ters of particular importance prior to putting them for-
ward to the meetings of the Board of Directors for
approval. In doing so, the committee enhances the
deliberations and ensures appropriate decision making.
Meanwhile, the Business Progress Committee com-
prises corporate officers, executive general managers
of business units and other members. This committee
deliberates and reports on matters related to the status
of the NEC Group’s business execution, such as
monitoring progress with respect to meeting budgets
adopted by the Board of Directors, with the aim of
sharing management information and promoting exe-
cution efficiency.
Compensation Committee
NEC has established the Compensation Committee,
which consists of five members, including three out-
side members, one of whom is the chairperson. This
committee deliberates on the remuneration system
and level of compensation for Directors and corporate
officers from an objective perspective. The Compensa-
tion Committee reports the results of its deliberations
to the Board of Directors.
Board of Corporate Auditors
(Corporate Auditors)
NEC has adopted the corporate auditor system and
established the Board of Corporate Auditors pursuant
to the Company Law of Japan. NEC has five Corpo-
rate Auditors, including three Outside Corporate Audi-
tors. Furthermore, the Board of Corporate Auditors
holds regular meetings once a month and extraordi-
nary meetings as necessary, decides on audit policies,
standards, and other matters, and receives status
reports on audits from each Corporate Auditor and on
other matters.
The full-time Corporate Auditors strive to establish a
governance structure for the entire NEC Group by coop-
erating with full-time Corporate Auditors of subsidiaries.
The Corporate Auditors are stepping up cooperation
with the Accounting Auditors, such as by receiving
briefings on financial audits covering status reports on
their audits and audit plans, as well as on audits of the
internal control system based on the Financial Instru-
ments and Exchange Law, and exchanging opinions on
their audits.
Corporate Auditing Bureau
(Internal Auditing Division)
NEC has established the Corporate Auditing Bureau as
an internal auditing division reporting directly to the
president of NEC. This bureau mainly consists of corpo-
rate staff members with expertise in internal auditing.
The Corporate Auditing Bureau performs audits of the
NEC Group in cooperation with the internal auditing
sections of NEC subsidiaries to ensure legal, appropri-
ate and efficient execution of business activities, and
identifies issues and proposes improvements.
The Corporate Auditing Bureau is taking steps to
strengthen cooperation with the Corporate Auditors.
These steps include reporting and exchanging opinions
on audit results regularly or as necessary with the Cor-
porate Auditors, and reporting on the status of “NEC
Helpline,” a compliance hotline for employees and
contractors to discuss or report issues concerning
possible breaches of corporate ethics or compliance.
Accounting Auditors
In fiscal 2009, the independent audit of NEC was per-
formed by KPMG AZSA & Co.
KPMG AZSA & Co. was newly elected as NEC’s
Accounting Auditors in place of Ernst & Young Shin-
Nihon* at the Ordinary General Meeting of Shareholders
held in June 2008.
* As of July 1, 2008, Ernst & Young ShinNihon became a limited liability audit
firm and changed its name to Ernst & Young ShinNihon LLC.
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NEC CORPORATION
Annual Report 2009